These terms and conditions supersede any provisions, terms and/or conditions contained on any confirmation order, or other writing Purchaser may give; the rights of the parties hereto shall be governed exclusively by these provisions, terms, and conditions, and may not be changed or modified except by a written amendment of agreement signed by both parties.
All prices are F.O.B., Seller’s warehouse. Method, carrier, and route of shipment shall be selected by Seller, unless otherwise instructed by Purchaser, all risk of loss or damage to the equipment shall pass to Purchaser upon delivery to the carrier so selected.
This Agreement is made and entered in the State of California and shall be governed, enforced, construed and interpreted in accordance with the laws and in the courts of the State of California, without giving effect to principles of conflicts of law.
In the event of declaration of bankruptcy by the Purchaser, unencumbered title to any goods that have been delivered, but payment not made in full shall revert to Seller under the terms of the TITLE clause.
Purchaser agrees to pay and reimburse Seller for all legal fees, costs and expenses incurred by Seller in collecting payments due under any Purchaser order or which are otherwise incurred as a result of any dispute, demand or claim under these terms and conditions.
Based on the standard terms of net 30 days from date of invoice, unless otherwise specified and explicitly accepted by Seller in writing. Payments delayed beyond the 30th day after invoice will have interest charges added at a rate of 1.5% per month. FAILURE OF THE PURCHASER TO COMPLY WITH PAYMENTS TERMS SHALL RELIEVE SELLER OF ANY OBLIGATIONS UNDER THIS AGREEMENT.
The list price of “Products” shall be based upon the current WIDE SCANNERS AND SYSTEMS Product Price List. Price Changes: Prices are subject to change without prior written notice.
PRODUCTS & SERVICES:
Seller agrees to sell/service and the Purchaser agrees to purchase the products on the current Wide Scanners and Systems Product Price List, or any other goods or equipment offered for sale in a formal quotation by an authorized Wide Scanners and Systems representative. From time to time, Seller may revise the Product Price List by adding or deleting items without giving prior written notice. Product Changes: Seller reserves the right to modify or discontinue any WIDE SCANNERS AND SYSTEMS Product without prior written notice.
PRODUCT & SERVICE ACCEPTANCE:
The sole criteria by which goods or equipment shall be evaluated for WARRANTY or Acceptance and Payment shall be Seller’s published specifications in force as of the date of sale. No other criteria or standards are acceptable.
PURCHASE ORDERS AND ACCEPTANCE:
All orders for product shall be submitted on separate purchase orders, specifying: a) A requested shipping date normally within thirty (30) days of ordering b) Destination and desired method of shipment c) The quantity per order
ORDERS ENTERED WILL BE SUBJECT TO ACCEPTANCE BY SELLER BEFORE A FIRM SHIPPING DATE CAN BE PROVIDED.
SHIPPING & DELIVERY:
We make every effort to ship your order as quickly as possible. The items will ship according to your choice of shipment methods. Items ordered together are not necessarily shipped together.
Product shipments scheduled pursuant to purchase orders under this agreement may be rescheduled once by the Purchaser, for not more than 30 days delay, with notification in writing. Delays beyond 30 days may result in rebilling or liability for RESTOCKING CHARGES.
Seller shall use reasonable efforts to meet the delivery schedule requested in Purchaser’s Order. Purchaser agrees that Seller shall not be held liable for any losses incurred as a result of delays in meeting the requested delivery schedule. Since Seller will be subject to occasional delays due to causes beyond its reasonable control, for any equipment not shipped within six (6) months after Purchaser’s requested delivery, Seller may, at Seller’s option, declare the order for such equipment to be null and void and shall not be liable for any loss of damage arising there from.
For any goods or equipment returned to Seller within 5 days from purchase, for refund or credit, other than pursuant to the terms of the WARRANTY and RETURN GOODS AUTHORIZATION clauses, Purchaser agrees to pay a restocking charge equal to 25% of the price of the goods or equipment.
RETURN GOODS AUTHORIZATION:
Goods or equipment may not be returned to Seller except under WARRANTY terms, with Seller’s specific authorization, and assignment by Seller of a Return Goods Authorization (RGA) number.
A 3% fee will apply to all canceled orders.
To secure payment of the price, Purchaser hereby grants to the Seller, and Seller reserves, a security interest in the goods and equipment and in any and all leases and purchase contracts for the goods and equipment entered into between Purchaser and its customers, and in any and all proceeds to Purchaser for the goods and equipment. A copy of this Agreement may be filed with appropriate state and local authorities at any time after signature by Purchaser as a financing statement in order to perfect Seller’s security interest. Purchaser shall also execute from time to time any financing statements or other documents and do such acts considered by Seller to be necessary or desirable to perfect or protect the security interests created hereby.
In the event that any clause hereunder shall be found to be unenforceable, it shall be severed, leaving the balance of the terms in force. SUCCESSORS AND ASSIGNS: The rights and obligations of the parties hereunder shall inure to the benefit of, and be binding and enforceable upon, their respective successors. assigns and transfers. However, this Agreement shall not be assigned, sold, transferred, or hypothecated without the prior written consent of the Seller.
Prices and charges are exclusive of all city, state and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupations, use and similar taxes. Whenever applicable, any tax or taxes will be added as separate charge to be paid by purchaser.
Title to all goods and equipment delivered hereunder shall remain in Seller under the terms of the SECURITY INTEREST clause, until the full purchase price, including any outstanding interest, is paid, and Purchaser shall be liable for any damage to the goods and equipment until title passes.